JUNIPER NETWORKS INC, DEF 14A filed on 4/16/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Juniper Networks, Inc.
Entity Central Index Key 0001043604
v3.25.1
Pay vs Performance Disclosure
pure in Millions
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs. Performance Table
Year
Summary
Compensation
Table Total for
Principal
Executive
Officer (“PEO”)
(1)
Compensation
Actually Paid
(“CAP”) to

PEO(2)
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs(3)
Average CAP
to Non-PEO
NEOs(4)
Value of Initial Fixed $100
Investment Based On:
Net Income
(millions)(7)
Net Revenue
(millions)
(8)
Total
Shareholder
Return
(5)
Peer Group
Total
Shareholder
Return
(6)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
FY24 $ 12,696,193 $ 20,232,219 $ 4,210,525 $ 6,196,433 $ 172.64 $ 119.33 $ 287.9 $ 5,073.6
FY23 $ 13,646,142 $ 8,374,448 $ 4,356,720 $ 3,125,074 $ 135.09 $ 107.36 $ 310.2 $ 5,564.5
FY22 $ 16,630,540 $ 14,380,833 $ 5,212,505 $ 2,945,996 $ 142.13 $ 95.61 $ 471.0 $ 5,301.2
FY21 $ 11,870,290 $ 26,615,099 $ 3,963,437 $ 8,587,668 $ 154.61 $ 127.87 $ 252.7 $ 4,735.4
FY20 $ 11,420,651 $ 8,165,729 $ 3,445,381 $ 2,562,896 $ 94.66 $ 122.04 $ 257.8 $ 4,445.1
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rahim (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) represent the amount of  “compensation actually paid” to Mr. Rahim, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by Mr. Rahim during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rahim’s total compensation to determine the “compensation actually paid” for the last completed fiscal year:
Year
Reported Summary
Compensation Table

Total for PEO
Reported Value
of Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid to
PEO
FY24 $ 12,696,193 $ 10,718,736 $ 18,254,762 $ 20,232,219
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The table below shows the amounts deducted or added for purposes of determining the equity award adjustments for the last completed fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Fair Value of
Outstanding and
Unvested Equity
Awards

Granted in the
Year
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards

Granted in Prior
Years
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Change in Fair
Value from End
of the Prior Year
to Vesting Date
of Equity Awards
Granted in Prior
Years that Vested
in the Year
Fair Value at the
End of the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in the

Year
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Equity
Award
Adjustments
FY24 $ 8,465,152 $ 6,303,635 $ $ 3,485,975 $ $ $ 18,254,762
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Rahim, who has served as our CEO since 2014) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Rahim) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Manoj Leelanivas, Kenneth Miller, Robert Mobassaly, and Christopher Kaddaras, (ii) for 2022, Manoj Leelanivas, Kenneth Miller, Robert Mobassaly, Christopher Kaddaras, and Marcus Jewell; (iii) for 2021, Anand Athreya, Manoj Leelanivas, Kenneth Miller, and Marcus Jewell; and (iv) for 2020, Anand Athreya, Manoj Leelanivas, Brian Martin, and Kenneth Miller.
(4)
The dollar amounts reported in column (e) represent the average amount of  “compensation actually paid” to the NEOs as a group (excluding Mr. Rahim), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rahim) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rahim) to determine the compensation actually paid for the last completed fiscal year, using the same methodology described above in Note 2:
Year
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
Average Reported Value of
Equity Awards
Average Equity Award
Adjustments
(a)
Average Compensation Actually
Paid to Non-PEO NEOs
FY24 $ 4,210,525 $ 3,268,191 $ 5,254,099 $ 6,196,433
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Average Fair
Value of
Outstanding and
Unvested Equity
Awards

Granted in the
Year
Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards

Granted in Prior
Years
Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Average Change
in Fair Value from

End of the
Prior Year to
Vesting

Date of Equity
Awards
Granted in Prior
Years that Vested
in the Year
Average Fair
Value at the End
of the Prior Year
of Equity Awards
that Failed to
Meet Vesting
Conditions in the
Year
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Average
Equity Award
Adjustments
FY24 $ 2,332,351 $ 1,692,241 $ 346,875 $ 882,632 $ $ $ 5,254,099
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the applicable measurement period and December 31, 2019 by the Company’s share price at December 31, 2019, the beginning of the measurement period.
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Telecommunications Index.
(7)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)
Net Revenue is calculated in accordance with GAAP. While we use numerous financial and non-financial performance measures to evaluate performance under the Company’s compensation programs, net revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance.
       
Company Selected Measure Name Net Revenue        
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Rahim (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.”
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Rahim, who has served as our CEO since 2014) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Rahim) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 and 2024, Manoj Leelanivas, Kenneth Miller, Robert Mobassaly, and Christopher Kaddaras, (ii) for 2022, Manoj Leelanivas, Kenneth Miller, Robert Mobassaly, Christopher Kaddaras, and Marcus Jewell; (iii) for 2021, Anand Athreya, Manoj Leelanivas, Kenneth Miller, and Marcus Jewell; and (iv) for 2020, Anand Athreya, Manoj Leelanivas, Brian Martin, and Kenneth Miller.
       
Peer Group Issuers, Footnote
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the applicable measurement period and December 31, 2019 by the Company’s share price at December 31, 2019, the beginning of the measurement period.
(6)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Telecommunications Index.
       
PEO Total Compensation Amount $ 12,696,193 $ 13,646,142 $ 16,630,540 $ 11,870,290 $ 11,420,651
PEO Actually Paid Compensation Amount $ 20,232,219 8,374,448 14,380,833 26,615,099 8,165,729
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the amount of  “compensation actually paid” to Mr. Rahim, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by Mr. Rahim during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rahim’s total compensation to determine the “compensation actually paid” for the last completed fiscal year:
Year
Reported Summary
Compensation Table

Total for PEO
Reported Value
of Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid to
PEO
FY24 $ 12,696,193 $ 10,718,736 $ 18,254,762 $ 20,232,219
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The table below shows the amounts deducted or added for purposes of determining the equity award adjustments for the last completed fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Fair Value of
Outstanding and
Unvested Equity
Awards

Granted in the
Year
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards

Granted in Prior
Years
Fair Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Change in Fair
Value from End
of the Prior Year
to Vesting Date
of Equity Awards
Granted in Prior
Years that Vested
in the Year
Fair Value at the
End of the Prior
Year of Equity
Awards that
Failed to Meet
Vesting
Conditions in the

Year
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Equity
Award
Adjustments
FY24 $ 8,465,152 $ 6,303,635 $ $ 3,485,975 $ $ $ 18,254,762
       
Non-PEO NEO Average Total Compensation Amount $ 4,210,525 4,356,720 5,212,505 3,963,437 3,445,381
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,196,433 3,125,074 2,945,996 8,587,668 2,562,896
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the average amount of  “compensation actually paid” to the NEOs as a group (excluding Mr. Rahim), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Rahim) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Rahim) to determine the compensation actually paid for the last completed fiscal year, using the same methodology described above in Note 2:
Year
Average Reported Summary
Compensation Table Total for
Non-PEO NEOs
Average Reported Value of
Equity Awards
Average Equity Award
Adjustments
(a)
Average Compensation Actually
Paid to Non-PEO NEOs
FY24 $ 4,210,525 $ 3,268,191 $ 5,254,099 $ 6,196,433
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Average Fair
Value of
Outstanding and
Unvested Equity
Awards

Granted in the
Year
Year over Year
Average Change
in Fair Value of
Outstanding and
Unvested Equity
Awards

Granted in Prior
Years
Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Average Change
in Fair Value from

End of the
Prior Year to
Vesting

Date of Equity
Awards
Granted in Prior
Years that Vested
in the Year
Average Fair
Value at the End
of the Prior Year
of Equity Awards
that Failed to
Meet Vesting
Conditions in the
Year
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total Average
Equity Award
Adjustments
FY24 $ 2,332,351 $ 1,692,241 $ 346,875 $ 882,632 $ $ $ 5,254,099
       
Compensation Actually Paid vs. Total Shareholder Return
The following graph shows that the amount of compensation actually paid to our CEO and the average amount of compensation actually paid to our non-CEO NEOs as a group is generally aligned with the Company’s cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because equity awards comprise a significant portion of the compensation actually paid to the CEO and other NEOs. As described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis — Appropriate Pay Mix,” the Company targets that approximately 90% of the value of total compensation awarded to the CEO and approximately 83% of the value of total compensation awarded to the other NEOs is composed of equity awards, including restricted stock units and performance-based restricted stock units.
[MISSING IMAGE: lc_compactpaid-pn.jpg]
       
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
The following graph shows the amount of compensation actually paid to Mr. Rahim compared to the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Rahim) from fiscal 2020 through fiscal 2024. While we do not use net income specifically as a performance measure in the overall executive compensation program, it is strongly correlated with net revenue and non-GAAP operating margin, which we used as metrics for performance-based equity awards in fiscal 2024, and non-GAAP EPS, which we used as a metric for performance-based equity awards from fiscal 2020 through fiscal 2023, as described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis”.
[MISSING IMAGE: lc_compact-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Revenue
As shown by the following graph, the amount of compensation actually paid to Mr. Rahim and the average amount of compensation actually paid to our NEOs as a group (excluding Mr. Rahim) is generally aligned with our net revenue over the first four years presented in the table, with the HPE Merger-affected stock price primarily causing the lack of correlation in fiscal 2024. While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, net revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. We use net revenue when setting goals in our short-term incentive compensation program, as well as for setting goals for the performance-based RSUs that are awarded to our NEOs, as described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis.”
[MISSING IMAGE: bc_compen-pn.jpg]
       
Total Shareholder Return Vs Peer Group
Cumulative TSR of the Company vs. Peer Group
In this Pay vs. Performance section, the Company’s peer group is the Nasdaq Telecommunications Index, which we use for purposes of Item 201(e)(ii) of Regulation S-K. The performance graph below shows the cumulative total stockholder return over a five-year period assuming the investment of $100 on December 31, 2019, in each of Juniper Networks’ common stock and the Nasdaq Telecommunications Index. Total stockholder return assumes reinvestment of all dividends.
[MISSING IMAGE: lc_juniper-pn.jpg]
       
Tabular List, Table
Financial Performance Measures
The most important financial performance measures we used to link executive compensation to Company performance during FY24 were:

Revenue
Non-GAAP Operating Margin
Annual Recurring Revenue
Will my shares be voted if I do not vote as described in the Notice?
       
Total Shareholder Return Amount $ 172.64 135.09 142.13 154.61 94.66
Peer Group Total Shareholder Return Amount 119.33 107.36 95.61 127.87 122.04
Net Income (Loss) $ 287,900,000 $ 310,200,000 $ 471,000,000 $ 252,700,000 $ 257,800,000
Company Selected Measure Amount 5,073.6 5,564,500,000 5,301,200,000 4,735,400,000 4,445,100,000
PEO Name Mr. Rahim        
Measure:: 1          
Pay vs Performance Disclosure          
Name Revenue        
Non-GAAP Measure Description
(8)
Net Revenue is calculated in accordance with GAAP. While we use numerous financial and non-financial performance measures to evaluate performance under the Company’s compensation programs, net revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP Operating Margin        
Measure:: 3          
Pay vs Performance Disclosure          
Name Annual Recurring Revenue        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (10,718,736)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,254,762        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,465,152        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,303,635        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,485,975        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,268,191)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,254,099        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,332,351        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,692,241        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 346,875        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 882,632        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
All approvals of RSU grants and other equity awards are administered by the Board, the Committee or the Stock Committee (which is composed of our CEO and Chief Financial Officer)
New hire and ad hoc promotional and adjustment grants to non-Section 16 officers are generally granted on a predetermined schedule established by the Committee in the first quarter of each fiscal year, subject to certain exceptions
Annual equity awards to Section 16 officers are generally scheduled to be approved at a meeting of the Committee in the first quarter after the fourth fiscal quarter earnings announcement and are effective on the third Friday of the month if the meeting approving such grants occurs on or before such date
The exercise price of stock options granted will be the closing market price on the date of grant
The Company intends to grant RSUs and other equity awards in accordance with the foregoing policy without regard to the timing of the release of material non-public information, such as a positive or negative earnings announcement
Award Timing Method
New hire and ad hoc promotional and adjustment grants to non-Section 16 officers are generally granted on a predetermined schedule established by the Committee in the first quarter of each fiscal year, subject to certain exceptions
Annual equity awards to Section 16 officers are generally scheduled to be approved at a meeting of the Committee in the first quarter after the fourth fiscal quarter earnings announcement and are effective on the third Friday of the month if the meeting approving such grants occurs on or before such date
The exercise price of stock options granted will be the closing market price on the date of grant
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered The Company intends to grant RSUs and other equity awards in accordance with the foregoing policy without regard to the timing of the release of material non-public information, such as a positive or negative earnings announcement
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true